Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after the Closing Date, Borrowers shall have delivered to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;
(b) within 45 days after the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements and Control Agreements, in form and substance reasonably satisfactory to Agent;
(c) within 90 days after the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx; 000 X-00 Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx; 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx; and 00000 Xxxxxx Xxxxxx, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);
(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Xxxxxx Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and
(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the sam...
Conditions Subsequent to the Initial Extension of Credit. The obligation of Lender to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrower to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days of the Closing Date, deliver to Lender certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 6.8, the form and substance of which shall be satisfactory to Lender and its counsel.
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days of the Closing Date, deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by SECTION 6.8, the form and substance of which shall be satisfactory to Agent and its counsel;
(b) as soon as received by a Borrower, but in any event within 30 days of the Closing Date, Agent shall have received satisfactory evidence that Borrowers have filed applications for registration for all Copyrights of Borrowers in each version of the Marketed Software (other than the Syteline Software required to be registered under clause (p) of Section 3.1) existing on the Closing Date and that Borrowers have made proper application for, and have paid all necessary fees to, obtain expedited treatment from the Copyright Office for such applications for registration;
(c) as soon as received by a Borrower, but in any event within 30 days of the Closing Date, Agent shall have received satisfactory evidence that all Copyrights of Borrowers required to be registered under clause (p) of Section 3.1 have been registered with the Copyright Office and are specifically encumbered in favor of Agent by the Copyright Security Agreement which has been filed with the Copyright Office;
(d) as soon as received by a Borrower, but in any event within 60 days of the Closing Date, Agent shall have received satisfactory evidence that all Copyrights of Borrowers required to be registered under clause (b) of Section 3.2 have been registered with the Copyright Office and are specifically encumbered in favor of Agent by the Copyright Security Agreement which has been filed with the Copyright Office;
(e) within 30 days of the Closing Date, Agent shall have received copies of the Personal Property Security Act, tax and judgment Lien searches in the Province of Ontario in respect of Frontstep Canada, the results of which are satisfactory to Agent;
(f) within 30 days of the Closing Date, Frontstep Canada shall have executed and delivered to Agent all Personal Property Security Act financing statements and any other Additional Documents requested by Agent to perfect the Agent's Liens on t...
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrower to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days of the Closing Date, deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 6.8, the form and substance of which shall be satisfactory to Agent and its counsel.
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto (or such later date as the Lender may determine in light of the circumstances), of each of the conditions subsequent set forth in Section 3.2 of the Secured Loan Facility (the failure by Companies to so perform or cause to be performed constituting an Event of Default).
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrower to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days of the Restatement Effective Date (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after the Restatement Effective Date), deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 6.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel; and
(b) within 30 days of the Restatement Effective Date (or such longer period as Agent may reasonably agree; but in no event later than 60 days after the Restatement Effective Date), Agent shall have received a Control Agreement from each Cash Management Bank (other than Agent) set forth on Schedule 2.7(a).
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances or to make Delayed Draw Term Loans (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrower to so perform or cause to be performed constituting an Event of Default):
(a) not later than December 31, 2019 (or such later date as the Agent may agree) the Borrower shall deliver to the Agent evidence of completion of the FP Foods Dissolution in accordance with the terms hereof, in form and substance satisfactory to Agent;
(b) Borrower shall use commercially reasonable efforts to provide to Agent within 60 days of the Restatement Effective Date (or such later date as the Agent may agree) a Collateral Access Agreement with respect each of its properties located at (i) 2000 Xxxxxxxxx Xxxx, Bethlehem, PA 18020, (ii) 700 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000 and (iii) 300 Xxxx Xxxxxxxxx Xxxxxx, Xxx Xxxxx, XX 00000; and
(c) within 30 days after the Restatement Effective Date (or such longer period of time at Agent’s sole discretion), Borrower shall deliver to the Agent, at the expense of Borrower and in form and substance satisfactory to the Agent, an endorsement to the Loan Parties’ insurance policies designating the Agent, on behalf of the Lenders, as lenders loss payable to each of its property policies with respect to each of Borrower’s properties located at (i) 2000 Xxxxxxxxx Xxxx, Bethlehem, PA 18020, (ii) 700 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000, (iii) 300 Xxxx Xxxxxxxxx Xxxxxx, Xxx Xxxxx, XX 00000, and (iv) 7000 Xxxxxxxxxx Xxxx, Xxxxxxxxx, XX 00000.
Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrower to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days of the Closing Date, Agent shall have received Collateral Access Agreements with respect to the following locations: 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, and 000 Xxxxx Xxxx Xxxxxx, Xxxx Xxxxxxxx, Xxxxxxxxxxx;
(b) within 30 days of the Closing Date, deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by SECTION 6.8, the form and substance of which shall be satisfactory to Agent and its counsel; and
(c) as soon as practicable after the date of Borrower's receipt of a written request therefor from Agent, but in any event within 45 days of Borrower's receipt of such request, and so long as such product is available on a commercially reasonable basis, deliver to Agent evidence satisfactory to Agent that Borrower has secured an interest rate Hedge Agreement on terms and conditions satisfactory (including notional amount) to Agent.
Conditions Subsequent to the Initial Extension of Credit. The obligation of Lender to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) consummation of the High Yield Offering in accordance with the Plan;
(b) if the proceeds of the High Yield Offering are escrowed pursuant to Section 7.1 of the Plan, then within three (3) Business Days of the Effective Date, HBV shall have either (i) obtained an irrevocable stand-by letter of credit securing HBV’s performance obligations under the Funding Guarantee, with a copy of the letter of credit delivered to Lender, or (ii) advanced into escrow the amount of all of HBV’s performance obligations under the Funding Guarantee, with notice of such advance delivered to Lender;
(c) a determination of the Enterprise Value of the Borrowers’ business, reasonably satisfactory to Lender in its Permitted Discretion, to be completed within 90 days of the Closing Date;
(d) the result of a field survey and audit and appraisal of the Collateral by Lender’s auditors and examiners, satisfactory to Lender in its sole discretion, to be completed within 60 days of the Closing Date;
(e) delivery to Lender of certified copies of the insurance policies required by Section 6.8, below, within 60 days of the Closing Date;
(f) the use of Borrowers’ reasonable commercial efforts to effect the delivery to Lender, within 90 days of the Closing Date, of a Collateral Access Agreement with respect to the following location: 00000 X. Xxxxxxxx Xxxxxx, Xxxxxxxx X, Xxxxx 000, Xxxxxxx, Xxxxx 00000; provided, that Borrowers will not be required to make any material payment or incur any material obligation or make any material concession in order to obtain such Collateral Access Agreement;
(g) receipt by Parent on or before the Guarantee Performance Date (as defined in the Plan) of not less than Seventy-Five Million Dollars ($75,000,000.00) in the aggregate from (i) the Shareholder Warrants and/or (ii) the Funding Guarantors (in accordance with the terms of the Funding Agreement), with evidence of receipt of such aggregate amount delivered to Lender within five (5) Business Days of the Guarantee Performance Date; and
(h) Parent’s filing of its revised Governing Documents with the appropriate Governmental Authority on or before the Effective Date in accordance with the Plan, with cer...
